Tabreed 06 Prospectus - London Stock Exchange

elevant person, or any person pursuant to Section 275(1A), and in accordance with the
conditions specified in Section 275 of the SFA; (2) where no consideration is given for the
transfer; or (3) by operation of law.
Hong Kong
Each Manager has represented and agreed that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
the Certificates other than (i) to persons whose ordinary business is to buy or sell shares or
debentures (whether as principal or agent); or (ii) in other circumstances which do not result in
the document being an offer to the public within the meaning of the Companies Ordinance
(Cap. 32) (the ‘‘CO’’); or (iii) to ‘‘professional investors’’ within the meaning of the Securities
and Futures Ordinance (Cap. 571) (the ‘‘SFO’’) and any rules made under the SFO; or (iv) in
other circumstances which do not result in the document being a ‘‘prospectus’’ which do not
constitiute an offer to the public within the meaning of the CO; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere), any
advertisement, invitation or document relating to the Certificates, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to the Certificates
which are or are intended to be disposed of only to persons outside Hong Kong or only to
‘‘professional investors’’ within the meaning of the SFO and any rules made under the SFO.
Malaysia
Each Manager has acknowledged that the offer of the Certificates in Malaysia can only be made to
investors specified in Schedules 2, 3 and 5 of the Securities Commission Act 1993 (i.e. sophisticated
investors, e.g. unit trust schemes, licensed dealers, closed-end funds, fund managers, licensed financial
institutions, licensed offshore banks, licensed insurance companies, corporations with total net assets
exceeding ten million Malaysian ringgit or its equivalent in foreign currencies, statutory bodies and
pension funds).
Dubai International Financial Centre
The Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the
Dubai Financial Services Authority (‘‘DFSA’’). It is intended for distribution only to persons of a
type specified in those rules. It must not be delivered to, or relied on by, any other person. The
DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt
Offers. The DFSA has not approved this document nor taken steps to verify the information set out
in it and has no responsibility for it. The securities to which this document relates may be illiquid
and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should
conduct their own due diligence on the securities. If you do not understand the contents of this
document you should consult an authorised financial adviser.
General
No action has been taken by the Issuer or any of the Managers that would, or is intended to, permit
a public offer of the Certificates or possession or distribution of the Prospectus or any other offering
or publicity material relating to the Certificates in any country or jurisdiction where any such action
for that purpose is required. Accordingly, each Manager has undertaken that it will not, directly or
indirectly, offer or sell any Certificates or distribute or publish any offering circular, prospectus, form
of application, advertisement or other document or information in any country or jurisdiction except
under circumstances that will, to the best of its knowledge and belief, result in compliance with any
applicable laws and regulations and all offers and sales of Certificates by it will be made on the same
terms.
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